Employment Agreement (2013)Full Document 

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THIS AGREEMENT made as of the 1st day of July, 2013


US Geothermal Inc., a body corporate having an office at 1505
Tyrell Lane Boise, Idaho 83706
(the "Company")


Kerry Hawkley of 11917 Fiddler Drive, Boise, Idaho
(the "Executive")


A.                The Company is in the business of developing and operating geothermal power generation facilities;

B.                The Executive is a senior executive with extensive Company and industry experience and the Company wishes to engage Executive as its Chief Financial Officer;

C.                The Company has determined that appropriate arrangements should be taken to encourage the continued attention and dedication of the Executive to his assigned duties without distraction;

D.                In Consideration of the Executive’s employment with the Company, the Company desires to provide the Executive with certain compensation and benefits as set forth in this Agreement in order to ameliorate the financial and career impact on the Executive in the event the Executive’s employment with the Company is terminated for a reason related to a Change in Control of the Company;

E.               The Company and the Executive (the “Parties”) wish to enter into this written Employment Agreement (“Agreement”).

NOW THEREFORE in consideration of the respective covenants and agreements herein, the Parties covenant and agree as follows:



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1.1               Position and Duties

The Company agrees to employ the Executive and the Executive hereby accepts employment with the Company as its Chief Financial Officer during the Term subject to the general supervision, advice and direction of the Company’s Chief Executive Officer (“CEO”) and the Company’s Board of Directors (“Board”), and subject to the terms and conditions of this Agreement. The Executive’s authority, duties and responsibilities shall be consistent with such authority, duties and responsibilities as are customary for his position. Executive shall also perform such other services and duties as the CEO or Board may from time-to-time lawfully assign or communicate to the Executive on behalf of the Company. Executive will comply with all rules, policies and procedures of Company as modified from time to time, including without limitation, rules and procedures set forth in the Company’s employee handbook, supervisor’s manuals and operating manuals. Executive will perform all of Executive’s responsibilities in compliance with all applicable laws and will ensure that the operations that Executive manages are in compliance with all applicable laws.

1.2               Term

The initial term of employment pursuant to this Agreement shall be from July 1, 2013 (the “Effective Date”) and this Agreement shall remain in full force and effect until the earlier of June 30, 2015 or until terminated as hereinafter provided. This Agreement will automatically renew at the end of the initial term and at the end of each subsequent term, for an additional one (1) year term unless either party gives written notice of non-renewal to the other at least sixty (60) days prior to the expiration of the then current term. The initial term of this Agreement and any subsequent one year extensions(s) will be referred to as the “Term.”

1.3               Service
1.3.1               During the Term the Executive shall:


well and faithfully serve the Company and use his best efforts to promote the best interests of the Company;


devote one hundred percent of his working time to his Employment hereunder, and while engaged in his employment will have the authority and duty to perform and carry out such duties and responsibilities as are customarily carried out by persons holding similar positions in other renewable energy companies comparable in size to the Company and such additional and related duties as may from time to time be assigned, delegated, limited or determined by the CEO or Board;

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comply in all material respects with any Company policies that may apply to the Executive from time to time;

1.3.2                During the term, and after Executive’s employment with the Company ends, the Company shall defend and indemnify Executive in connection with legal claims, lawsuits, causes of action, or liabilities asserted against him arising out of or related to his employment with the Company to the maximum extent permitted by law and the Company’s Certificate of Incorporation or Bylaws. The Company will also provide the Executive with an advance for any expenses in connection with such defense and/or indemnification to the maximum extent permitted by law and the Company’s Certificate of Incorporation or Bylaws.

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